REG-Petra Diamonds Limited: Interim results for the six months ended 31 December 2025
27/02/2026 07:02
27 February 2026 LSE: PDL
Petra Diamonds Limited
Interim results for the six months ended 31 December 2025
Vivek Gadodia and Juan Kemp, joint CEOs at Petra Diamonds, commented:
“H1 FY 2026 signalled a pivotal period for the Group, with the successful
refinancing and extension of our debt facilities, providing greater stability
to the Group’s capital structure. We were also pleased with the continued
improvement to our product mix throughout the Period, and especially excited
by the recovery of a 41.82 carat Type IIb blue stone at our Cullinan Mine in
late December 2025, which demonstrates the quality of our ore bodies.
Our financial results for H1 FY 2026 reflect the discipline in managing our
costs and capital, as well as the anticipated improvement in product mix,
especially at Cullinan Mine, offset by the continuing weaker market and the
strength of the South African Rand. We closed H1 FY 2026 with a net debt of
US$284m (inclusive of fair value adjustments) with a negative operational
cashflow of US$6m, largely due to the tender timings during December, when
sales were carried over into H2 FY 2026.
Operations at Cullinan Mine stabilised during Q2 after the initial transition
during Q1 when it moved from a continuous operation to a 3-shift operation.
Finsch had largely steady operations during H1 FY 2026. Both the mines,
however, did suffer from adverse weather-related conditions leading to
enhanced rainfall and lightning induced power dips (especially at Cullinan
Mine) from about mid-November 2025 up until mid-January 2026, that resulted in
some production disruptions.
Looking at external factors, the diamond market remained subdued during H1 FY
2026, with the smaller sizes coming under further strain during Q2 FY 2026,
with average like-for-like prices down 20% from Q1 FY 2026 to Q2 FY 2026. This
was partially offset by the improved product mix.
The significant appreciation of the Rand against the US Dollar is another
major headwind facing the Business. While we partly mitigated the stronger
Rand through hedges in H1 FY 2026, the continued strength of the Rand going
forward remains a risk to the Business. Management continues to enforce strict
cost control, assessing capital deferral or alternate capital sequencing
opportunities and ensuring we mine the areas that have the highest contained
revenue to mitigate for both the weaker market in the smalls as well as the
stronger Rand.
Looking ahead, we remain focused on consistent production, disciplined cost
and working capital optimisation, and the effective execution of our capital
programme.”
Summary of financial results
US$m unless stated otherwise H1 FY 2026 H1 FY 2025 FY 2025
Rough diamonds sold (carats) 963,523 1,113,383 2,359,905
Revenue, including revenue from profit share arrangements 100 115 207
Average realised price per carat (US$/carat) 104 103 87
Adjusted mining and processing costs 72 98 175
Adjusted EBITDA 1 26 15 27
Adjusted EBITDA margin (%) 1 26% 13% 13%
Adjusted loss before tax 1 (17) (30) (77)
Adjusted loss after tax 1 (13) (24) (68)
Net loss after tax (188) (69) (11 6 )
Basic loss per share (USc) (70) (30) (64)
Adjusted loss per share 1 (USc) (10) (13) (29)
Capital expenditure 34 30 63
Operational free cash flow (6) 16 (27)
Consolidated net debt 284 215 261
Unrestricted cash 36 51 34
Consolidated net debt:Adjusted EBITDA 1,2 10.9x 4.5x 9.7x
Note 1: For all non-GAAP measures, refer to the Summary of Results table
within the Financial Review section below.
Note 2: Net debt for loan covenant compliance only includes senior secured
debt. The consolidated net debt; adjusted EBITDA in this table is therefore
not reflective of the loan covenants. There were no loan covenant breaches at
this reporting period.
Note 3: Throughout the report, all
results exclude discontinued operations, except where specifically mentioned.
H1 FY 2026 highlights
Financial highlights (H1 FY 2026 vs. H1 FY 2025)
* Revenue amounted to US$100 million (H1 FY 2025: US$115 million),
with the lower revenue mainly due to the timing of the December 2025 and
January 2026 tenders. Diamonds on hand at 31 December 2025 were 608,217 carats
(US$46 million), compared to 385,878 carats at 31 December 2024 (US$40
million)
* An average realised price of
US$104/ct in line with
H1 FY 2025, reflecting the
positive impact of product mix
over the Period offsetting
the overall weaker
diamond pricing environment
* The USD weakened further during the Period, averaging
ZAR17.38:US$1 (H1 FY 2025: ZAR17.93:US$1)
* Adjusted mining and processing costs are
27% lower at US$72 million
(H1 FY 2025: US$98 million),
due to diamond inventory movements of US$24 million, reductions
in on-mine cash costs of US$7 million, and partly offset by the impact of the
weaker Dollar on the cost base of US$3 million and inflation of US$5 million
* Adjusted EBITDA of
US$26 million is US$11 million
higher than the US$15 million in
H1 FY 2025, largely due to the
US$26 million reduction in adjusted mining and processing costs, partly offset
by US$15 million lower revenue and US$2 million in other costs
* Basic loss per share from continuing operations of USc70 and
USc10 on an adjusted basis after accounting for non-controlling interests
* Capital expenditure up 13% to US$34
million (H1 FY 2025: US$30
million), with guidance weighted towards the second half of FY 2026
* Operational free cash outflow of US$6 million compared to US$16
million inflow in H1 FY 2025, largely due to a non-recurring release of
diamond debtors during H1 FY 2025, a build-up of diamond inventory in H1 FY
2026 resulting in lower revenues, and lower operating cost and capital
expenditure.
* In November 2025, Petra announced the completion of the
Company’s Refinancing, comprising the extension of the Company’s Senior
Secured bank debt to December 2029, the extension of the maturity date of the
Company’s Loan Notes to 2030, and a successful Rights Issue, raising c.US$25
million at 16.5p per share to be used for general working capital purposes, as
required by the Group. Total cash cost of refinancing the debt facilities and
the costs related to the rights issue was c. US$8 million
* At Period-end, an amount of US$11 million remained available for
drawdown on the RCF, with repayments of US$17 million and drawdowns of US$6
million made during H1 FY 2026 relating to working capital needs
* Consolidated net debt increased to US$284 million as at 31
December 2025 (30 June 2025: US$261 million). Consolidated net debt includes
fair value adjustments on the 2030 Loan Notes of US$20 million, less costs
capitalised to the senior secured debt facility of US$3 million. The total
nominal value of net debt is US$269 million (which compares to the June 2025
net debt number). The Group’s unrestricted cash balances were US$36 million.
Operational highlights (H1 FY 2026 vs. H1 FY 2025)
* LTIFR and LTIs decreased to 0.21 and 3, respectively (H1 FY 2025:
0.36 and 6, respectively), reflecting increased safety training and
interventions carried out during the Period as well as stability across the
operations following the implementation of the FY 2025 Business Restructuring
Plan
* Recovery of a 41.82 carat Type IIb blue stone at Cullinan Mine in
late December 2025
* Ore processed increased 3% to 3.5Mt from 3.4Mt as a result of the
stabilisation of operations following the completion of the shift
configuration transition at Cullinan Mine
* Total diamond production increased 4% to 1.24Mcts during H1 FY
2026 from 1.20Mcts in H1 FY 2025, despite adverse weather-related production
disruptions, with continued steady improvement of product mix identified at
Cullinan Mine in line with expectations, as we started mining fresh ore from
the eastern part of the C-Cut
* The Group remains committed to an ongoing focus on safety, cost
control, and productivity
INVESTOR WEBCAST 3 March 2026
Joint CEOs Vivek Gadodia and Juan Kemp, and CFO Johan Snyman will provide a
live presentation to discuss the H1 FY 2026 Interim Results for the Period on
3 March 2026, 14:00 GMT.
The presentation is open to all existing and potential shareholders. Questions
can be submitted pre-event via your Investor Meet Company dashboard up until 2
March 2026 09:00 GMT, or at any time during the live presentation.
Investors can sign up to Investor Meet Company for free and add to meet PETRA
DIAMONDS LIMITED via:
https://www.investormeetcompany.com/petra-diamonds-limited/register-investor
A recording of the webcast will be made available soon after the event on
Petra’s website at:
https://www.petradiamonds.com/investors/results-reports-presentations/
FURTHER INFORMATION
Petra Diamonds, London
Julia Stone
Telephone: +44 (0)7495 470 187
Kelsey Traynor
investorrelations@petradiamonds.com
ABOUT PETRA DIAMONDS
Petra Diamonds is a leading independent diamond mining group and a supplier of
gem quality rough diamonds to the international market. The Company's
portfolio incorporates interests in two underground mines in South Africa
(Cullinan Mine and Finsch).
Petra's strategy is to focus on value rather than volume production by
optimising recoveries from its high-quality asset base in order to maximise
their efficiency and profitability. The Group has a significant resource base
which supports the potential for long-life operations.
Petra strives to conduct all operations according to the highest ethical
standards and only operates in countries which are members of the Kimberley
Process. The Company aims to generate tangible value for each of its
stakeholders, thereby contributing to the socio-economic development of its
host countries and supporting long-term sustainable operations to the benefit
of its employees, partners and communities.
Petra's Ordinary Shares are admitted to the equity shares (commercial
companies) category of the FCA's Official List and are admitted to trading on
the Main Market of the London Stock Exchange under the ticker "PDL". The
Company's loan notes, due in 2030, are listed on Euronext Dublin (Irish Stock
Exchange). For more information, visit
www.petradiamonds.com .
OPERATING & SALES REVIEW
Operating Summary
Safety, sales and production Unit H1 FY 2026 H1 FY 2025
Q2 Q1 Total Q2 Q1 Total
Safety
LTIFR - 0.14 0.27 0.21 0.26 1.32 0.36
LTIs Number 1 2 3 2 4 6
Sales
Diamonds sold Carats 494,237 469,286 963,523 1,113,364 19 1,113,383
Revenue 1 US$m 48 52 100 78 37 115
Production
ROM tonnes Tonnes 1,564,679 1,587,809 3,152,488 1,640,636 1,566,836 3,207,472
Tailings and other tonnes Tonnes 193,850 154,756 348,606 110,625 98,002 208,627
Total tonnes treated Tonnes 1,758,529 1,742,565 3,501,094 1,751,261 1,664,839 3,416,100
ROM diamonds Carats 579,087 565,750 1,144,837 567,301 518,364 1,085,665
Tailings and other diamonds Carats 54,999 43,586 98,585 65,143 48,857 114,000
Total diamonds Carats 634,086 609,336 1,243,422 632,444 567,221 1,199,665
1 Revenue reflects proceeds from the sale of
rough diamonds and excludes revenue from profit share arrangements
H1 FY 2026 demonstrated a steady operating performance, with total processed
ore for H1 FY 2026 of 3.5Mt, 3% up from H1 FY 2025. This reflects an
increase of 16% at Finsch as a result of now steady production following the
transition from continuous operations to a 2-shift configuration. The lower
ROM ore processed at Cullinan Mine is in line with the 3-shift configuration
expectations when compared to H1 FY2025’s continuous operations.
This operational performance was achieved despite disruption caused by adverse
weather conditions, particularly at Cullinan Mine, where above average
rainfall and increased lightning activity caused power outages that disrupted
production. Employee safety is of critical importance to everyone at Petra,
and we are satisfied that our safety performance tracked against key
indicators during the Period. The Group recorded a LTIFR of 0.21, which is an
improvement on H1 FY 2025.
Capital development at Cullinan Mine remains largely on track, while Finsch
experienced a shortfall in development metres to the 3L SLC project that has
resulted in a delayed handover of production tunnels in the 3L-SLC project,
largely due to unforeseen ground conditions. This has been mitigated somewhat
by enhanced carat contribution from 81L, with plans underway to catch up the
development meters shortfall to date.
Mine-by-mine tables:
Cullinan Mine – South Africa
Unit H1 FY 2026 H1 FY 2025
Q2 Q1 Total Q2 Q1 Total
Sales
Revenue US$m 33 36 69 69 9 78
Diamonds sold Carats 271,983 278,968 550,951 640,050 19 640,069
Average price per carat US$ 120 130 125 108 450,928 121
ROM Production
Tonnes treated Tonnes 1,006,998 959,257 1,966,255 1,107,787 1,089,570 2,197,357
Diamonds produced Carats 321,564 286,897 608,461 331,079 314,126 645,205
Grade 1 Cpht 31.9 29.9 30.9 29.9 28.8 29.4
Tailings Production
Tonnes treated Tonnes 193,850 154,756 348,606 110,625 98,002 208,627
Diamonds produced Carats 54,999 43,586 98,585 65,143 48,857 114,000
Grade 1 Cpht 28.4 28.2 28.3 58.9 49.9 54.6
Total Production
Tonnes treated Tonnes 1,200,848 1,114,013 2,314,861 1,218,412 1,187,572 2,405,984
Diamonds produced Carats 376,563 330,483 707,046 396,222 362,983 759,205
Note: 1.
Petra is not able to precisely measure the ROM /
tailings grade split because ore from both sources is processed through the
same plant; the Company therefore back-calculates the grade with reference to
resource grades.
Finsch – South Africa
Unit H1 FY 2026 H1 FY 2025
Q2 Q1 Total Q2 Q1 Total
Sales
Revenue US$m 16 15 31 36.9 - 36.9
Diamonds sold Carats 222,254 190,318 412,572 473,314 - 473,314
Average price per carat US$ 72 81 76 78 - 78
ROM Production
Tonnes treated Tonnes 557,681 628,552 1,186,233 532,849 477,267 1,010,116
Diamonds produced Carats 257,523 278,853 536,376 236,222 204,238 440,460
Grade Cpht 46.2 44.4 45.2 44.3 42.8 43.6
Notes:
1. The following definitions have been used in this announcement:
1. cpht: carats per hundred tonnes
2. LTIs: lost time injuries
3. LTIFR: lost time injury frequency rate, calculated as the number
of LTIs multiplied by 200,000 and divided by the number of hours worked
4. FY: financial year ending 30 June
5. CY: calendar year ending 31 December
6. H: half of the financial year
7. ROM: run-of-mine (i.e. production from the primary orebody)
8. m: million
9. Mt: million tonnes
10. Mcts: million carats
11. ktcs: thousand carats
Sales
We sold 963,523 carats during H1 FY 2026, which resulted in lower revenue at
US$100 million, compared with US$115 million in H1 FY 2025, mainly due to the
timing of the December 2025 and January 2026 tenders. The average price
achieved in Q2 FY 2026 was US$98 per carat, 11% lower than the US$110 per
carat achieved in Q1 FY 2026. This pricing was affected by a 20% reduction in
like-for-like 1 prices across all product sizes, partly
offset by an improved product mix.
We have continued to see steady improvement in product mix at Cullinan Mine,
with CC1-East now contributing largely as planned, and the eastern drawpoints
in Tunnel 41 starting to produce as well. In late December 2025, the Company
recovered a 41.82 carat Type IIb blue diamond at Cullinan Mine, assessed as
being of exceptional quality based on its colour and clarity. The Company
intends to market the blue diamond to proven industry players and will share
further details as appropriate.
At Finsch, the average price was impacted by lower prices for the smaller
product as well as the weaker product mix during H1 FY 2026. Finsch has now
started producing from 86L (first production from the 3L-SLC project under
development) and is anticipated to ramp up production further from the 3L-SLC
project areas. This is expected to improve the product mix at Finsch during H2
FY 2026.
The Company also announces it has partnered with the Bonas Group, one of the
world’s leading independent rough diamond and gemstone tender and auction
houses, to provide diamond sales and marketing services to Petra. This will
provide Petra the flexibility to market our diamonds not only in Johannesburg,
but also in Antwerp and Dubai.
Group rough diamond sales results for the respective periods are set out in
the table below:
FY 2026 FY 2025 FY 2025
Q2 Q1 Var. Q2 Var.
Diamonds sold (carats) 494,237 469,286 5% 1,113,364 -56% 2,359,904
Sales (US$m) 49 51 -6% 106 -54% 206
Average price (US$/Ct) 98 110 -11% 95 3% 87
On a H1 FY 2026 vs H1 FY 2025 basis:
H1 FY 2026 H1 FY 2025 Var.
Diamonds sold (carats) 963,523 1,113,383 -13%
Sales (US$ million) 100 115 -12%
Average price (US$/Ct) 104 103 1%
Price comparison by operation
Mine by mine average prices for the respective periods are set out in the
table below:
FY 2026 FY 2025 FY 2025
US$/carat Q2 Q1 Var. Q2 Var.
Cullinan Mine 120 130 -8% 108 11% 96
Finsch 72 81 -11% 78 -8% 74
US$/carat H1 FY 2026 H1 FY 2025 Var.
Cullinan Mine 125 121 3%
Finsch 76 78 -3%
Pricing assumptions for FY 2026 remain unchanged:
US$/carat FY 2026
Cullinan Mine 85 – 105
Finsch 75 – 95
Future diamond prices are influenced by a range of factors outside of
Petra’s control and so these assumptions are internal estimates only and no
reliance should be placed on them. The Company’s pricing assumptions will be
considered on an ongoing basis and may be updated as appropriate.
1 Like-for-like refers to the change in realised prices between
tenders and excludes revenue from all single stones, while normalising for
product mix impact
FINANCIAL REVIEW
Corporate and financial summary 31 December 2025
Unit As at 31 December 2025 As at 30 September 2025 As at 30 June 2025 As at 31 December 2024
Total cash at bank 2 US$m 55 46 52 52
Diamond debtors US$m — 2 12 —
Diamond inventories 3 US$m Carats 46 608,217 44 468,733 26 328,689 40 385,878
2026 Loan Notes 4 US$m — 233 226 225
2030 Loan Notes 4 US$m 246 n/a n/a n/a
Bank loans and borrowings 5 US$m 92 102 99 43
Consolidated Net Debt 6 US$m 284 287 261 215
Bank facilities undrawn and available 4 US$m 11 — — 50
Notes:
1. The following exchange rates have been used for this
announcement: average for 6M FY 2026 US$1:ZAR17.38 (FY
2025: US$1:ZAR18.15); closing rate as at 31 December 2025 US$1:ZAR16.56 (30
September 2025: ZAR17.25; 30 June 2025: ZAR17.75; 31 March 2025 ZAR18.30 and
31 December 2024: ZAR18.85)
2. The Group’s cash balances comprise unrestricted balances of
US$36 million, and restricted cash balances of US$19 million.
3. Recorded at the lower of cost and net realisable value. The
increase in number of carats held is on account of deferring a tender from
December 2025 to January 2026, as well as inventory on hand related to
diamonds sold into a partnership, the sales of which is expected to realise
during H2 FY 2026.
4. The 2030 Loan Notes have a carrying value of US$246 million
which represents the nominal value of US$228 million, plus fair value
adjustments at modification date in terms of IFRS 9 and net of any unamortised
transaction costs capitalised, issued following the Refinancing completed
during November 2025.
The 2026 Loan Notes represent the gross capital of US$228 million (including
PIK), plus accrued and unpaid interest for the relevant periods
1. Bank loans and borrowings represent amounts drawn under the
Group’s refinanced Group’s ZAR1.75 billion (c. US$106 million) Revolving
Credit Facility (RCF) and comprise capital drawndown of c. US$94 million, net
of unamortised transaction costs capitalised (c. US$3 million) and includes
accrued interest of c. US$2 million. As at 31 December 2025, a total of US$94
million was drawn leaving a further balance of US$11 million available for
drawdown.
2. Consolidated Net Debt is bank loans and borrowings plus loan
notes, less cash and diamond debtors.
Adjusted profit contribution per mine
US$ millions H1 FY 2026 1 H1 FY 2025 1
CDM FDM Total CDM FDM Total
Revenue 69 31 100 78 37 115
Adjusted mining and processing costs 2 (38) (34) (72) (53) (45) (98)
Other direct income 1 — 1 — 1 1
Adjusted profit from mining activities 32 (3) 29 25 (7) 18
Adjusted profit margin 46% — 29% 32% — 16%
Adjusted Group G&A Not allocated per mine (3) Not allocated per mine (3)
Adjusted EBITDA 1 26 15
Note 1: For all non-GAAP measures refer to the Summary of Results table within
the Financial Results section below
Note 2: Adjusted mining and processing costs include certain technical and
support activities which are conducted on a centralised basis; these include
sales & marketing, human resources, finance & supply chain, technical, and
other functions. These costs have been allocated 60% to Cullinan Mine and 40%
to Finsch. For more information, refer to operational cost reconciliation
available on the analyst guidance pages on our website.
Adjusted profit from mining activities increased to US$29 million (H1 FY 2025:
US$18 million), largely due to diamond inventory movements of US$24 million
and reductions in on-mine cash costs of US$7 million, partly offset by lower
revenue of US$15 million, the impact of the weaker Dollar of US$3 million, and
inflation of US$5 million.
Capital expenditure breakdown
US$ millions H1 FY 2026 H1 FY 2025
Cullinan Mine Finsch Central Total Cullinan Mine Finsch Central Total
Extension 16 14 — 30 15 11 — 26
Stay in Business 3 1 — 4 1 2 1 4
Total 19 15 — 34 16 13 1 30
Capital expenditure for the Period totalled US$34 million, related mainly to
ongoing underground extension projects at Cullinan Mine and Finsch.
OUTLOOK AND FY 2026 GUIDANCE
We remain on track to deliver on group production guidance for FY 2026.
In H2 FY 2026, we will continue our focus on operational delivery, including
opportunities to improve on our carat recoveries, maintaining safe and stable
operations as we continue to develop our expansion projects as planned. As
these projects progress, we anticipate continued improvement of grade and
product mix across our operations, which should help us mitigate the continued
subdued market conditions, especially in the smaller size fractions.
We remain vigilant of current fluctuations in the foreign exchange rate. We
will continue to target margin improvement initiatives in the second half of
FY 2026 to offset the impact of the stronger Rand.
SUMMARY RESULTS (unaudited)
US$ million 6 months to 31 December 2025 (“H1 FY 2026”) 6 months to 31 December 2024 (“H1 FY 2025”) Year ended 30 June 2025 (“FY 2025”)
Revenue 100 115 207
Adjusted mining and processing costs 1 (72) (98) (175)
Other net direct mining income 1 1 1
Adjusted profit from mining activity 2 29 18 33
Other corporate income — 1 1
Adjusted corporate overhead 3 (3) (4) (7)
Adjusted EBITDA 4 26 15 27
Depreciation and amortisation (29) (32) (75)
Share-based payment expense — (1) (1)
Net finance expense (14) (12) (28)
Adjusted loss before tax (17) (30) (77)
Tax credit (excluding taxation credit on impairment charge) 5 4 6 9
Adjusted net loss after tax 6 (13) (24) (68)
Accelerated depreciation — (1) (1)
Change in rehabilitation provision (6) — —
Diamond royalty refund settlement (including interest) — — 12
Impairment charge – operations and other receivables 7 — — (1)
Impairment charge – operations and non-financial receivables 7 (157) (48) (107)
Impairment charge – BEE receivables 7 (11) (5) (23)
Labour restructure costs — (2) (6)
Gain on extinguishment of Notes — 5 5
Net loss on modification of loan notes and related transactions (7) — —
Settlement of human rights claims (6) 1 (2)
Net unrealised foreign exchange gain / (loss) 10 (12) 9
Taxation charge on unrealised foreign exchange gain — — (1)
Taxation credit on impairment charge — 13 29
Loss from continuing operations (190) (73) (154)
Profit on discontinued operations, net of tax — 4 38
Net loss after tax (190) (69) (116)
Loss per share attributable to equity holders of the Company – US cents
Basic loss per share – from continuing operations (70) (30) (64)
Adjusted loss per share 8 (10) (13) (29)
Notes :
The Group uses several non-GAAP measures above and throughout this report to
focus on actual trading activity by removing certain non-cash or non-recurring
items. These measures include adjusted mining and processing costs, profit
from mining activities, adjusted EBITDA, adjusted net profit after tax,
adjusted earnings per share, adjusted US$ loan note, and consolidated net debt
for covenant measurement purposes.
As these are non-GAAP measures, they should not be
considered as replacements for IFRS measures. The Group’s definition of
these non-GAAP measures may not be comparable to other similarly titled
measures reported by other companies. The Board believes that such alternative
measures are useful as they exclude one-off items such as the impairment
charges and non-cash items to provide a clearer understanding of the
underlying trading performance of the Group.
1. Adjusted mining and processing costs are mining and
processing costs stated before depreciation and amortisation and labour
restructure costs.
US$ million 6 months to 31 December 2025 (“H1 FY 2026”) 6 months to 31 December 2024 (“H1 FY 2025”) 8 Year ended 30 June 2025 (“FY 2025”)
Mining and processing costs 107 131 255
Depreciation and Amortisation (29) (32) (75)
Changes in estimates of rehabilitation (6) — —
Restructuring and other cost — (1) (5)
Adjusted mining and processing costs 72 98 175
1. Adjusted profit from mining activities is revenue
less adjusted mining and processing costs plus other direct mining income.
2. Adjusted corporate overhead is corporate overhead
expenditure less corporate depreciation costs, share-based expense, and
non-recurring costs related to the IGM claims.
3. Adjusted EBITDA is stated before depreciation,
amortisation of right-of-use asset, share-based payment expense, net finance
expense, tax credit/(charge), impairment reversal/(charges), expected credit
loss charge, gain on extinguishment of 2L Notes, recovery of fees relating to
investigation and settlement of human rights abuse claims, any accelerated
depreciation, unrealised foreign exchange gains and results from discontinued
operations.
4. Tax credit is the tax credit for the Period
excluding the taxation credit on impairment charges to property, plant and
equipment and unrealised foreign exchange movements for the year; such
exclusion more accurately reflects resultant Adjusted net loss after tax.
5. Adjusted net loss after tax is net loss after tax
stated before any impairment charges, any accelerated depreciation, recovery
of fees relating to investigation and settlement of human rights abuse claims
net unrealised foreign exchange movements for the Period.
6. Impairment charge of US$168 million (30 June 2025:
US$131 million and 31 December 2024: US$53 million) was due to the Group’s
impairment review of its operations and other receivables. Refer to note 8 for
further details. The impairment of US$168 million comprises a US$157 million
(30 June 2025: US$107 million and 31 December 2024: US$48 million) impairment
charge to property, plant and equipment and impairment charges of US$11
million (30 June 2025: US$23 million and 31 December 2024: US$5 million)
relating to the loans receivable from the Group’s BEE Partners.
7. Adjusted Loss per Share (LPS) is stated before
impairment charges, movements in the expected credit loss provisions, changes
in environmental rehabilitation estimates, net loss on modification of the
2026 Notes net of unamortised costs, acceleration of unamortised costs on
restructured loans and borrowings, costs and fees relating to investigation
and settlement of human rights abuse claims, provision for unsettled and
disputed tax claims and net unrealised foreign exchange movements, and the
impact on taxation of impairments adjustments to property, plant and equipment
and unrealised foreign exchange movements for the Period.
GROUP PRINCIPAL RISKS
The Group is exposed to a number of risks and uncertainties which could have a
material impact on its long-term development, and performance and management
of these risks is an integral part of the management of the Group.
A summary of the risks identified as the Group’s principal external,
strategic and operational risks (in no order of priority) are set out in pages
54 to 61 in the Petra Diamonds Annual Report and Financial Statements 2025
(and available on our website:
Principal-Risks-FY25 .pdf)
(https://wp-petra-diamonds-2023.s3.eu-west-2.amazonaws.com/media/2025/11/Principal-Risks-FY25.pdf)
, which remain unchanged, except for the principal risks
stated below.
Group Principal Risks
External Strategic Operational
Rough diamond prices Currency fluctuations Country and Political Group liquidity License to operate (social impact) Refinancing Mining and production (including ROM grade and product mix volatility) Labour relations Safety Environment Climate change Capital projects Supply chain
Changes to Group Principal Risks
Risk Change in H1 FY 2026
Currency fluctuations Tolerance: Requires mitigation Risk Rating: Moderate Nature of Risk: Short to medium Term Higher The South African Rand strengthened during the Period, averaging ZAR 17.38:US$1 (FY 2025: ZAR18.15:US$1). Notwithstanding this, the company partially hedges against foreign exchange fluctuations. Note that a strengthening of the Rand by ZAR1 has
an annual impact of US$12 - 15 million on operational free cash flow on an unmitigated basis.
Group Liquidity Tolerance: Requires Mitigation Risk Rating: Significant Nature of Risk: Short - Long Term Lower · Continued emphasis on cost discipline and capital optimisation, while managing short-term liquidity requirements · Following the successful debt restructuring that extended maturities on the company’s senior secured bank debt and 2nd lien
notes to 2030 (Refinancing) effective on 28 November 2026, the Board has approved to settle the payment of amounts due to bondholders under the December 2025 coupon (in part) and the June 2026 coupon (in full) via the issuance of new shares in the Company,
thereby saving cash outflows · Conclusion of the Rights Issue in Q2:FY26 raising in aggregate approximately US$25 million in gross proceeds · Discovery of a Type IIb blue diamond of exceptional quality in December 2025
Refinancing Risk Rating: Moderate Nature of Risk: Short-Term Following the successful completion of the Refinancing on 28 November 2025, this principal risk has now been removed from the group principal risk register.
PETRA DIAMONDS LIMITED
CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2025
US$ million Notes (Unaudited) 1 July 2025- 31 December 2025 (Unaudited) 1 July 2024- 31 December 2024 (Audited) Year ended 30 June 2025
Revenue 5 100 115 207
Total net operating costs (284) (188) (389)
Mining and processing costs (107) (131) (255)
Other direct mining income 1 1 7
Corporate expenditure, including settlement costs 6 (10) (6) (11)
Other corporate income — 1 —
Impairment charge of non-financial assets 8 (157) (48) (107)
Impairment charge of other receivables (11) (5) (23)
Operating loss (184) (73) (182)
Financial income 7 21 9 28
Financial expense 7 (23) (33) (42)
Net loss on modification of loan notes 7 (8) — —
Gain on extinguishment of Notes net of unamortised costs 7 — 5 5
Loss before tax (194) (92) (191)
Income tax credit 4 19 37
Loss for the period from continuing operations (190) (73) (154)
Profit on discontinued operations, including associated impairment charges (net of tax) — 4 38
Loss for the Period (190) (69) (116)
Attributable to:
Equity holders of the parent company (153) (55) (86)
Non-controlling interest (37) (14) (30)
(190) (69) (116)
Loss per share attributable to the equity holders of the parent during the Period:
Basic (loss)/profit per share from continuing and discontinued operations: (70) (28) (45)
- continuing operations – US cents 1 17 (70) (30) (64)
- discontinued operations – US cents 1 17 — 2 19
Diluted (loss)/profit per share from continuing and discontinued operations: (70) (28) (45)
- continuing operations – US cents 2 17 (70) (30) (64)
- discontinued operations – US cents 2 17 — 2 19
(1) Calculated on the basic weighted average number of ordinary
shares
(2) Calculated on the diluted weighted average number of ordinary
shares
PETRA DIAMONDS LIMITED
CONDENSED CONSOLIDATED INTERIM STATEMENT OF OTHER COMPREHENSIVE INCOME
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2025
US$ million (Unaudited) 1 July 2025- 31 December 2025 (Unaudited) 1 July 2024- 31 December 2024 (Audited) Year ended 30 June 2025
Loss for the Period (190) (69) (116)
Other comprehensive loss that will be reclassified to the Consolidated Income Statement in subsequent periods:
Exchange differences on translation of foreign operations 1 2 (8) (2)
Exchange differences on translation of foreign operations recycled to profit and loss — (31) (31)
Translation difference on non-controlling interest — — (1)
Total comprehensive loss for the Period, net of tax (188) (108) (150)
Total comprehensive profit/(loss) attributable to:
Equity holders of the parent company (151) (92) (119)
Non-controlling interest (37) (16) (31)
(188) (108) (150)
(1) Exchange differences arising on translation
of foreign operations and non-controlling interest will be reclassified to
profit and loss if specific future conditions are met .
PETRA DIAMONDS LIMITED
CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
US$ million Notes (Unaudited) 31 December 2025 (Audited) 30 June 2025
ASSETS
Non-current assets
Property, plant and equipment 8 265 393
Intangible assets 3 3
Right-of-use assets 2 2
BEE loans and receivables 16 20 27
Derivative financial asset 12 3 —
Other receivables 1 1
Total non-current assets 294 426
Current assets
Trade and other receivables 13 22
Inventories 11 55 35
Derivative financial asset 12 14 5
Other financial asset 14 14
Cash and cash equivalents (including restricted cash) 39 37
Total current assets 135 113
Total assets 429 539
EQUITY AND LIABILITIES
Equity
Share capital 13 146 146
Share premium account 13 636 609
Foreign currency translation reserve (523) (525)
Share-based payment reserve 13 5 5
Warrants reserve 13 5 —
Accumulated losses (278) (125)
Attributable to equity holders of the parent company (9) 110
Non-controlling interest (54) (17)
Total equity (63) 93
Liabilities
Non-current liabilities
Loans and borrowings 9 333 —
Provisions 14 76 62
Deferred tax — 3
Lease liabilities 2 2
Total non-current liabilities 411 67
Current liabilities
Loans and borrowings 9 5 325
Trade and other payables 15 56 39
Income tax payable 11 8
Provisions 14 9 7
Total current liabilities 81 379
Total liabilities 492 446
Total equity and liabilities 429 539
PETRA DIAMONDS LIMITED
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASHFLOWS
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2025
US$ million Notes (Unaudited) 1 July 2025- 31 December 2025 (Unaudited) 1 July 2024- 31 December 2024 (Audited) Year ended 30 June 2025
Cash generated from operations 18 39 55 52
Net realised gains on foreign exchange contracts 6 5 6
Interest received from Revenue Authority (SARS) — — 6
Finance expenses paid 7 (6) (15) (30)
Income tax paid — — (3)
Net cash generated from operating activities 39 45 31
Cash flows from investing activities
Additions to property, plant and equipment (45) (39) (76)
Other financial assets — 14 —
Net bank overdraft disposed with subsidiaries — — 9
Interest received 1 1 2
Net cash utilised in investing activities (44) (24) (65)
Cash flows from financing activities
Lease instalments paid — (3) (5)
Debt restructure transaction costs (6) — —
Repayment of loan notes 9 — (19) (19)
Repayment of Revolving Credit Facility (17) (36) (36)
Draw-down on Revolving Credit Facility 9 6 56 107
Net proceeds from Rights Issue 23 — —
Net cash generated from/(utilised in) financing activities 6 (2 ) 47
Net increase in cash and cash equivalents 1 19 13
Cash and cash equivalents at beginning of the Period 37 21 21
Effect of exchange rate fluctuations on cash held 1 1 3
Cash and cash equivalents at end of the Period 39 41 37
PETRA DIAMONDS LIMITED
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2025
(Unaudited) US$ million Share capital Share premium account Foreign currency translation reserve Share-based payment reserve Warrants reserve Accumulated losses Attributable to the parent Non-controlling interest Total equity
Six month Period ended 31 December 2025:
At 1 July 2025 146 609 (525) 5 — (125) 110 (17) 93
Loss for the Period — — — — — (153) (153) (37) (190)
Other comprehensive Profit/(loss) — — 2 — — — 2 — 2
Foreign currency translation — — — — — — — — —
PICE Coupons — 4 — — — — 4 — 4
Transaction costs related to issue of share capital — (2) — — — — (2) — (2)
Rights issue and Warrants issued — 25 — — 5 — 30 — 30
At 31 December 2025 146 636 (523) 5 5 (278) (9) (54) (63)
(Unaudited) US$ million Share capital Share premium account Foreign currency translation reserve Share-based payment reserve Warrant reserve Accumulated losses Attributable to the parent Non-controlling interest Total equity
Year ended 30 June 2025:
At 1 July 2024 146 609 (491) 3 — (39) 228 (27) 201
Loss for the Period — — — — — (86) (86) (30) (116)
Other comprehensive income — — (3) 1 — — (2) (1) (3)
Recycling of foreign currency translation reserve on disposal of Koffiefontein — — (31) — — — (31) — (31)
Non-controlling interest disposed — — — — — — — 41 41
Equity settled share based payments — — — 1 — — 1 — 1
At 30 June 2025 146 609 (525) 5 — (125) 110 (17) 93
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2025
1. GENERAL INFORMATION
Petra Diamonds Limited (the “Company”), a limited liability company listed
on the Main Market of the London Stock Exchange (“LSE”), is registered in
Bermuda and domiciled in the United Kingdom. The condensed consolidated
interim financial statements of the Company for the six-month period ended 31
December 2025 comprise the Company and its subsidiaries (together referred to
as the “Group”).
1. BASIS OF PREPARATION
The condensed consolidated interim financial statements in this report have
been prepared in accordance with the historic cost convention except for
certain financial instruments which are stated at fair value. The Group
prepares condensed consolidated interim financial statements for the six
months ended 31 December (the “Period”), and annual financial statements
for the year ended 30 June. The Group’s accounting policies used in the
preparation of these condensed consolidated interim financial statements are
consistent with those used in the annual financial statements for the year
ended 30 June 2025.
The condensed consolidated interim financial statements of the Company have
been prepared in compliance with the framework concepts and the measurement
and recognition requirements of the International Financial Reporting
Standards adopted by the European Union (“IFRSs”), IAS 34 Interim
Financial Reporting as issued by the International Accounting Standards Board
(“IASB”), the Disclosure and Transparency Rules of the Financial Conduct
Authority in the United Kingdom as applicable to interim financial reporting
and in the manner required by the Bermudan Companies Act, 1981 for the
preparation of financial information of the group for the six months ended 31
December 2025. These condensed consolidated interim financial statements
should be read in conjunction with the Company’s audited consolidated
financial statements and the notes as at and for the year ended 30 June 2025.
Going concern for the period to June 2027
In the annual report for the year ended 30 June 2025, the Group indicated that
material uncertainties existed that could cast doubt on the Group’s ability
to continue as a going concern. The refinancing of the Senior Secured Bank
Debt and 2026 Loan Notes, while then advanced and de-risked by the lock-up
agreement, backstop agreement, Absa commitment agreement, and planned rights
issue, was not yet fully concluded and was not within the control of the
Directors. Furthermore, persistent market volatility could have exerted
further pressure on pricing and covenant headroom. These factors gave rise to
a material uncertainty that could have cast significant doubt on the Group’s
ability to continue as a going concern and, therefore, the Group could have
been unable to realise its assets and discharge its liabilities in the normal
course of business.
On 28 November 2025 Petra Diamonds Limited announced that, following
completion of all implementation steps under the Implementation Deed, the
Restructuring Effective Date has occurred and all remaining conditions to the
Group's Refinancing have completed in full.
The Refinancing comprised:
• an extension to the maturity date of
the Senior Secured Bank Debt from January 2026 to December 2029, alongside
certain other changes to the terms of the Senior Secured Bank Debt;
• an extension to the maturity date of
the Notes from March 2026 to March 2030 alongside concurrent amendments to the
Notes, including the introduction of a “payment in cash or equity”
mechanism which allows the Notes Issuer to make interest payments on the Notes
in Ordinary Shares rather than cash, at the Notes Issuer’s discretion, and
an increase in the cash interest rate to 10.5% (or 11.5% if the Notes Issuer
uses equity to make interest payments); and
• a rights issue of approximately
£18.8 million (equivalent to approximately US$25.1 million) at an issue price
of 16.5 pence per Rights Issue Share, fully underwritten and committed by the
Backstop Shareholders.
Over the past six months, the diamond market has remained subdued as consumer
demand continues to normalise following the post - pandemic
peak, with macroeconomic uncertainty, weaker luxury spending in China and
sustained pressure from man - made diamonds weighing on
pricing and sentiment. The U.S. market has held relatively steady and
continues to anchor global demand, while India has strengthened to become the
second - largest consumer market, partially offsetting
China’s ongoing softness. Looking ahead, modest improvement is expected as
global financial conditions ease and coordinated industry marketing efforts,
including renewed Natural Diamond Council campaigns and early momentum behind
the 2025 Luanda Accord, begin to support sentiment. However, the pace of
recovery remains sensitive to macro conditions, demographic trends, and
competition from lab - grown diamonds, keeping the overall
outlook cautiously optimistic but uneven across regions.
Average diamond prices for Cullinan Mine increased 3% in H1 FY 2026 compared
to H1 FY 2025, mainly because of improved product mix. In addition, Cullinan
Mine recovered a 41.82 carat Type IIb blue stone of exceptional quality during
December 2025. Proceeds from the stone is expected in H2 FY 2026, providing a
significant boost to the Group’s liquidity.
Average diamond prices for Finsch reduced by 3%, impacted by the higher
quantity of smaller product. Further access to the Lower-Block 5 project areas
during H2 FY 2026 is anticipated to deliver coarser diamonds from the fresh
ore.
Total diamond production for the Period marginally increased 4% from 1.20Mcts
in H1 FY 2025 to 1.24Mcts in H1 FY 2026, and ore processed increased 3% over
the same period.
These price and volume fluctuations could adversely impact the Group’s
ability to meet its obligations under its debt arrangements and influences the
Group’s going concern assessment.
Forecast liquidity and covenants
The Board has reviewed the Group’s forecasts with appropriate sensitivities
applied, for the 18-month period to June 2027, including both forecast
liquidity and covenant measurements. The Board has given careful consideration
to potential risks identified in meeting the forecasts under the going concern
period. The following sensitivities have been performed in assessing the
Group’s ability to operate as a going concern as at the date of these
results:
• A 10% decrease in forecast rough
diamond prices from January 2026 to June 2027
• A 5% strengthening in the forecast
South African Rand (ZAR) exchange rate against the US Dollar from January 2026
to June 2027
• A 5% increase in operating costs
from January 2026 to June 2027
• Combined sensitivity: prices down 5%
and ZAR stronger by 5% January 2026 to June 2027
Some of the downside scenarios could result in a liquidity covenant breach.
Should the downside sensitivities materialise and result in reduced liquidity
headroom, management has several
actions available that could be implemented to mitigate any reduction in
liquidity. These include, in no specific order,
a combination of the potential
liquidation of diamond inventory on hand, which fluctuates with tender timing
and offers a meaningful source of near-term liquidity;
deferral of sustaining capital expenditure for a defined
period, as well as postponing
expansionary capital expenditure at both the Cullinan Mine and Finsch, both of
which would materially reduce cash outflows during the projection period.
Taken together, these measures provide Management with credible options to
respond to adverse trading conditions and to support the Group’s liquidity
position. Similar deferral measures have been successfully implemented by
management in the recent past.
Based on its assessment of the forecasts, principal risks and uncertainties
and mitigation actions considered available to the Group, the Board has a
reasonable expectation that the Group will remain a going concern for a period
of at least 12 months from the date of approval of the interim condensed
financial statements and have therefore prepared the interim condensed
financial statements on a going concern basis.
The Interim Condensed Financial Statements do not include any adjustments that
would result from the basis of preparation being inappropriate.
Significant assumptions and judgements:
The preparation of the condensed consolidated interim financial statements
requires management to make estimates and judgements and form assumptions that
affect the reported amounts of the assets and liabilities, reported revenue
and costs during the periods presented therein, and the disclosure of
contingent liabilities at the date of the interim financial statements.
Estimates and judgements are continually evaluated and based on management’s
historical experience and other factors, including future expectations and
events that are believed to be reasonable. The estimates and assumptions that
have a significant risk of causing a material adjustment to the financial
results of the Group in future reporting periods have been disclosed in the
Group’s annual financial statements for the year ended 30 June 2025. Except
as disclosed under property, plant and equipment, (note 8) and the additional
information relating to the refinance ( refer to notes 9
Loans and borrowings, 12 Derivative financial assets, 13 Equity and reserves
and 19 Share-based payments ), there have been no material
changes to the significant assumptions and judgements in the 6-month period
ended 31 December 2025.
BEE receivables – expected credit loss provision
The Group applies the expected credit loss model to the loans receivable. In
determining the extent to which expected credit losses may apply, the Group
assesses the future free cashflows to be generated by its mining operations,
Cullinan Mine and Finsch. In the estimation of these future cashflows,
management are required to consider available reasonable and supportive
forwarding-looking information relating to reserves and resources, assumptions
related to exchange rates, rough diamond and other commodity prices,
extraction costs and recovery and production rates. Any such estimates and
assumptions may change as new information becomes available. Changes in
exchange rates, rough diamond and commodity prices, extraction and recovery
costs and production rates may change the economic viability of ore reserves
and resources and may ultimately result in a significant increase in credit
risk related to the loans receivable.
Based on the assessment, an expected credit loss charge amounting to US$11
million was recognised at 31 December 2025 (FY2025: US$23 million). The net
BEE receivables balance included in the Consolidated Statement of financial
position at Period end amounted to US$20 million (30 June 2025: US$27
million). The expected credit loss is sensitive to changes
in the underlying assumptions. A reduction of 20% in the probability assigned
to the base case scenario would increase the relative weighting and impact at
more severe downside scenarios, resulting in a corresponding increase in the
ECL of approximately US$1 million.
3. DIVIDENDS
No dividends have been declared in respect of the current Period under review
(30 June 2025: US$nil and 31 December 2024: US$nil).
4. SEGMENTAL INFORMATION
Segment information is presented in respect of the Group’s operating and
geographical segments:
* Mining – the extraction and sale of rough diamonds
from mining operations in South Africa.
* Corporate – administrative activities in the United
Kingdom.
* Beneficiation – beneficiation activities in South
Africa.
Segments are based on the Group’s management and internal reporting
structure. Management reviews the Group’s performance by reviewing the
results of the mining activities in South Africa and reviewing the results of
the corporate administration expenses in the United Kingdom. Each segment
derives, or aims to derive, its revenue from diamond mining and diamond sales,
except for the corporate and administration cost centre.
Segment results, assets and liabilities include items directly attributable to
a segment, as well as those that can be allocated on a reasonable basis.
Segment results are calculated after charging direct mining costs,
depreciation and other income and expenses. Unallocated items comprise mainly
interest-earning assets and revenue, interest-bearing borrowings and expenses
and corporate assets and expenses. Segment capital expenditure is the total
cost incurred during the Period to acquire segment assets that are expected to
be used for more than one period. Eliminations comprise transactions between
Group companies that are cancelled on consolidation. The results are not
materially affected by seasonal variations. Revenues are generated from
tenders held in South Africa and Antwerp for external customers from various
countries.
SEGMENTAL INFORMATION (continued)
Operating segments South Africa – Mining activities United Kingdom South Africa
US$ million Cullinan Mine Finsch Corporate and treasury Beneficiation 4 Inter-segment Consolidated
(6 month period ended 31 December 2025) 1 July 2025 - 31 December 2025 1 July 2025 - 31 December 2025 1 July 2025 - 31 December 2025 1 July 2025 - 31 December 2025 1 July 2025 - 31 December 2025 1 July 2025 - 31 December 2025
Revenue 1 69 31 — — — 100
Segment result 2 10 (17) (10) — — (17)
Impairment charge – operations (106) (51) — — — (157)
Impairment charge – other receivables — — (11) — — (11)
Other direct income 1 — — — — 1
Operating loss 3 (95) (68) (21) — — (184)
Financial income 21
Financial expense (23)
Loss on modification of loan notes (8)
Income tax credit 4
Non-controlling interest 37
Loss attributable to equity holders of the parent company (153)
Segment assets 5 224 110 3,858 — (3,763) 429
Segment liabilities 5 391 181 2,321 6 (2,408) 491
Capital expenditure 19 15 — — — 34
(1) The Group’s revenue of US$100 million comprises the sale of
rough diamonds and polished stones.
(2) Total depreciation of US$29 million included in the segmental
result comprises depreciation incurred at the Cullinan Mine of US$16 million,
Finsch of US$13 million and Corporate and treasury of US$nil.
(3) Operating loss is equivalent to revenue of US$100 million less
total costs of US$284 million as disclosed in the Consolidated Income
Statement.
(4) The beneficiation segment represents Tarorite, a cutting and
polishing business in South Africa, which can on occasion cut and polish
select rough diamonds.
(5) Segment assets and liabilities include inter-company receivables
and payables which are eliminated on consolidation
4. SEGMENTAL INFORMATION
(continued)
Operating segments South Africa – Mining activities Tanzania -Mining activities United Kingdom South Africa
US$ million Cullinan Mine Finsch Williamson 5 Corporate and treasury Beneficiation 4 Inter-segment Consolidated
(6 month period ended 31 December 2024) 1 July 2024 - 31 December 2024 1 July 2024 - 31 December 2024 1 July 2024 - 31 December 2024 1 July 2024 - 31 December 2024 1 July 2024 - 31 December 2024 1 July 2024 - 31 December 2024 1 July 2024 - 31 December 2024
Revenue 1 78 37 — — — — 115
Segment result 2 8 (21) — (7) — — (20)
Impairment charge – operations — (48) — — — — (48)
Impairment charge – other receivables — — — (5) — — (5)
Operating profit / (loss) 3 8 (69) — (12) — — (73)
Financial income 9
Financial expense (33)
Gain on extinguishment of Notes net of unamortised costs 5
Income tax credit 19
Profit on discontinued operations including associated impairment charges (net of tax) 5 4
Non-controlling interest 14
Loss attributable to equity holders of the parent company (55)
Segment assets 6 354 122 79 3,087 4 (2,988) 658
Segment liabilities 6 319 127 116 1,983 5 (2,044) 506
Capital expenditure 17 13 6 1 — — 37
(1) The Group’s revenue of US$115 million comprises the sale of
rough diamonds and polished stones.
(2) Total depreciation of US$33 million included in the segmental
result comprises depreciation incurred at the Cullinan Mine US$19 million,
Finsch US$14 million and Corporate and treasury US$nil.
(3) Operating loss is equivalent to revenue of US$115 million less
total costs of US$188 million as disclosed in the Consolidated Income
Statement.
(4) The beneficiation segment represents Tarorite, a cutting and
polishing business in South Africa, which can on occasion cut and polish
select rough diamonds.
(5) The operating results in respect of Williamson have been
presented within loss on discontinued operations
(6) Segment assets and liabilities include inter-company receivables
and payables which are eliminated on consolidation
4. SEGMENTAL INFORMATION
(continued)
Operating segments South Africa – Mining activities United Kingdom South Africa
US$ million Cullinan Mine Finsch Corporate and treasury Beneficiation 4 Inter-segment Consolidated
(12 month period ended 30 June 2025) 2025 2025 2025 2025 2025 2025
Revenue 1 137 70 — — — 207
Segment result 2 (12) (36) (10) — — (58)
Impairment charge – operations (70) (37) — — — (107)
Impairment – other receivables — — (23) — — (23)
Other direct income — 6 — — — 6
Operating loss 3 (82) (67) (33) — — (182)
Financial income 28
Financial expense (42)
Gain on extinguishment of Notes net of unamortised costs 5
Income tax credit 37
Profit on discontinued operation including associated impairment charges (net of tax) 38
Non-controlling interest 30
Loss attributable to equity holders of the parent company (86)
Segment assets 5 314 151 3,366 — (3,292) 539
Segment liabilities 5 359 151 2,192 8 (2,264) 446
Capital expenditure 36 27 1 — — 64
(1) The Group’s revenue of US$207 million comprises the sale of
rough diamonds and polished stones.
(2) Total depreciation of US$77 million included in the segmental
result comprises depreciation incurred at the Cullinan mine of US$46 million,
Finsch mine of US$30 million and Corporate and treasury of US$1 million
(3) Operating loss is equivalent to revenue of US$207 million less
total costs of US$389 million as disclosed in the Consolidated Income
Statement.
(4) The beneficiation segment represents Tarorite, a cutting and
polishing business in South Africa, which can on occasion cut and polish
select rough diamonds
(5) Segment assets and liabilities include inter-company receivables
and payables which are eliminated on consolidation
REVENUE
The Group has entered into partnership agreements that could result in
additional revenue through the sale of diamonds. Revenues from these
partnerships are expected to materialise in subsequent periods, with revenues
to be recognised at the point in time when the sales materialise and the
partnership has an unconditional obligation to pay to Petra its share of the
proceeds. Any cash received prior to this point is recognised as a contract
liability. Judgement was applied in assessing whether the contract altered the
gross versus net presentation of revenue. Management concluded that the sales
channel does not give rise to a change in revenue recognition policy.
1. CORPORATE EXPENDITURE, INCLUDING SETTLEMENT COSTS
US$ million 1 July 2025 - 31 December 2025 1 July 2024 - 31 December 2024 1 July 2024 - 30 June
2025
Depreciation of property, plant and equipment — 1 1
Listing and other regulatory expenses 1 1 1
Audit fees 2 1 1
Legal fees 1 — 2
Settlement of human rights claims 5 (1) 2
Staff cost: 1 4 4
Share-based payment expense – Directors — 1 1
Salaries and other staff costs 1 3 3
10 6 11
1. NET FINANCE EXPENSE
US$ million 1 July 2025 - 31 December 2025 1 July 2024 - 31 December 2024 1 July 2024 - 30 June
2025
Interest received on loans and other receivables 3 3 6
Interest received on bank deposits 1 1 2
Interest received from revenue authorities — — 6
Profit on exercise of derivative asset 1 — —
Net realised gains on forward exchange contracts 6 5 6
Net unrealised foreign exchange profits 10 — 8
Finance income 21 9 28
Gross interest on senior secured second lien notes and bank loans (20) (18) (34)
Other debt finance costs, including loan interest, facility fees and charges — (1) (2)
Unwinding of rehabilitation obligations (3) (1) (5)
Note redemption premium and acceleration of unamortised bank facility and Notes costs — (1) (1)
Net unrealised foreign exchange losses — (12) —
Finance expense (23) (33) (42)
Net finance expense (2) (24) (14)
Net loss on modification of loan notes (8) — —
Gain on extinguishment of Notes — 5 5
Net finance expense (10) (19) (9)
NET LOSS ON MODIFICATION OF LOAN NOTES
The Group performed an assessment under its accounting policies and the
requirements of IFRS 9 as to whether the restructuring of the terms of the
Loan Notes represented a substantial modification. Management concluded that
the restructuring of the terms under the refinancing agreement constitutes a
substantial modification with the introduction of the PICE mechanism, which
exposes noteholders to equity price risk and, where applicable, foreign
exchange variability. As a result, the existing 2026 Loan Notes (existing
Notes) were derecognised and the refinanced 2030 Loan Notes (the new Notes)
were recognised as a new financial liability at the modification date.
The loss arising on substantial modification of US$8 million has
been recognised in the Income Statement as part of net finance expenses. The
acceleration of unamortised costs associated with the substantial modification
were also expensed and are included within net finance expense (refer above).
US$ million 1 July 2025 - 31 December 2025 1 July 2024 - 31 December 2024 1 July 2024 - 30 June
2025
Accelerated transaction costs (1) — —
Refinancing costs (3) — —
Fair value adjustment on modification of Loan Notes (20) — —
Work Fee Warrants (note 13) (1) — —
Loss on Modification (25) — —
Fair value on recognition of derivative assets (note 12) 17 — —
Net loss on modification of loan notes (8) — —
1. PROPERTY, PLANT AND EQUIPMENT
The net movement in property, plant and equipment for the Period is a decrease
of US$126 million (30 June 2025: US$135 million decrease). This is primarily
as a result of:
US$ million 1 July 2025 - 31 December 2025 1 July 2024 30 June
2025
As at 1 July 393 528
Additions 35 76
Depreciation (29) (84)
Impairments (157) (107)
Disposal of subsidiaries — (30)
Foreign exchange movement 24 10
As at Period end 266 393
Group impairment assumptions for 31 December 2025 and 30 June 2025
At 30 June 2025 the Group reviewed the carrying value of its operational
assets for indicators of impairment and accounted for specific impairment
provisions and reversals. The assumptions in exercising its judgement related
to future exchange rates, rough diamond prices, contribution from Exceptional
Diamonds, volumes of production, ore reserves and resources included in the
current mine plans, feasibility studies, future development and production
costs and macroeconomic factors such as inflation and discount rates. Refer to
the annual financial statements for the year ended 30 June 2025 for details of
the key inputs and sensitivities.
For the six months ended 31 December 2025 the assumptions remained materially
unchanged, except for the items below which resulted in an impairment charge
of US$106 million being recognised at Cullinan Mine and US$51 million being
recognised at Finsch.
Changes in key assumptions
Cost inflation Long-term inflation rates of 4.0%-10.0% (2024: 4.0%–10.0%) above the long-term US$ inflation rate were used for operating and capital expenditure escalators at 30 June 2025. South Africa announced a new CPI inflation target in November 2025 of 3% with
a 1% tolerance. The inflation assumption in the LOM models was therefore updated to reflect SA CPI inflation to 3.5% pa.
Exchange rates Exchange rates are estimated based on an assessment of current market fundamentals and long-term expectations. The US$/ZAR exchange rate range used for all South African operations commenced at ZAR19.00 for FY 2026, thereafter devaluing at 3.5% per annum.
The Rand has strengthened significantly against the USD through H1 FY 2026 both due to dollar weakness and tailwinds such as commodity pricing and ratings upgrades that have helped strengthen the Rand. The Rand Dollar exchange rate assumptions were
therefore updated for H2 FY 2026 and FY 2027 using updated panel forecasts. From FY 2028 the Rand is assumed to depreciate at 2% per annum against the dollar – the differential between new South African CPI assumption and the US CPI assumption. Given
the volatility in the US$/ZAR exchange rate and the current levels of economic uncertainty, the determination of the exchange rate assumptions required significant judgement.
Sensitivity analysis
The impairment outcome of applying sensitivities on the key inputs would have
been:
US$ million Cullinan Mine Finsch
Base case 106 51
Increase in the discount rate of 100 basis points 111 54
Reduction in diamond pricing forecasts by 5% over mine life 154 75
Reduction in carats production by 10% 201 55
Increase in operating expenditure by 5% 136 66
5% stronger ZAR exchange rate through mine life 155 75
1. LOANS AND BORROWINGS
On 28 November 2025, the Company announced it had completed the implementation
of its Refinancing with Absa bank and holders of the Group’s 2026 Loan notes
(the existing Notes). The key features of the refinancing are as follows:
* an extension to the maturity date of the Senior
Secured Bank Debt to December 2029, and certain other changes to the terms of
the Senior Secured Bank Debt (refer (a) below).
* an extension to the maturity date of the existing
Notes to March 2030 alongside concurrent amendments to the Notes (refer (b)
below); and
* the receipt of proceeds from a GBP18 million rights
issue underwritten by certain existing shareholders (refer to note 13).
The following table summarises the Group’s current and non-current
interest-bearing borrowings:
US$ million 31 December 2025 30 June 2025
Non-current liabilities
Senior secured lender debt facilities 90 —
Senior secured second lien notes 243 —
333 —
Current liabilities
Senior secured lender debt facilities 2 99
Senior secured second lien notes 3 226
Total loans and borrowings 338 325
Senior Lender Debt Facilities 31 December 2025 31 December 2024 30 June 2025
Facility amount Facility amount Facility amount
ZAR Debt Facilities:
ZAR Lenders RCF ZAR1.75 billion ZAR1.75 billion ZAR1.75 billion
FX Hedging facilities ZAR300 million ZAR300 million ZAR300 million
(a) Senior secured lender
debt facilities
As part of the refinancing, the maturity of the Group’s existing Revolving
Credit Facility (RCF) with Absa bank was extended to December 2029. The
carrying amount of the facility was adjusted to include transaction costs that
were directly attributable to the amendment, including lender restructuring
fees and qualifying legal and professional fees. The transaction costs were
capitalised and are being amortised over the remaining term of the facility
through a revised effective interest rate.
The Group performed an assessment under its accounting policies and the
requirements of IFRS 9 as to whether the restructuring of the Senior Secured
Lender Facilities represented a substantial modification. As the net present
value of the cashflows under the original terms and the modified terms was
less than 10% different and there were no substantial qualitative changes to
the terms, the modification is not substantial.
The revised terms under the RCF are:
* maturity date 31 December 2029;
* Net debt to EBITDA tested semi-annually on a rolling
12-month basis;
* debt service cover ratio tested semi-annually on a
rolling 12-month basis; and
* interest rate of SA JIBAR +5.00% per annum (with an
upfront fee of 0.75% of the RCF amount capitalised and a commitment fee of
1.25% based on undrawn balances).
The transaction costs were capitalised and are being amortised over the
remaining term of the facility through a revised effective interest rate.
Covenant ratios
As part of the RCF entered into with Absa Bank, the Company is required:
* to maintain a Net Debt (senior debt only) : Adjusted
EBITDA ratio tested semi-annually on a rolling 12-month basis;
* to maintain an Interest Cover Ratio (senior debt
interest only) tested semi-annually on a rolling 12-month basis; and
* to maintain minimum 12 month forward looking
liquidity requirement that consolidated cash and cash equivalents, available
borrowing facilities, and recovered diamond debtors, shall not fall below
US$20 million in aggregate.
* Capital expenditure to exceed forecasts in the Absa
base case model and annual budget by not more than 15%.
There were no covenant breaches at the reporting period. The Group continues
to monitor the RCF covenants through to maturity of the facilities, although
they remain highly sensitive to fluctuations in production, product prices,
product mix, and exchange rates.
At Period End, an amount of ZAR195 million (US$11 million) remained available
for draw-down on the RCF, following drawdowns totalling ZAR100 million (US$6
million) and repayments of ZAR295 million (US$17 million) during H1 FY 2026
for working capital requirements.
(b) US$228 million 2030 Loan
notes
As part of the refinancing, the maturity of the Group’s 2026 Loan Notes was
extended to March 2030. The refinancing resulted in revised contractual terms,
including the introduction of a payment-in-cash-or-equity (PICE) mechanism
that permits interest to be settled, at the issuer’s election, through the
delivery of equity instruments.
Management concluded that the refinancing constitutes a substantial
modification with the introduction of the PICE mechanism, which exposes
noteholders to equity price risk and, where applicable, foreign exchange
variability. As a result, the existing 2026 Loan Notes (existing Notes) were
derecognised and the refinanced 2030 Loan Notes (the new Notes) were
recognised as a new financial liability at the modification date. The loss
arising on substantial modification of US$8 million (refer to note 7) has been
recognised in the Income Statement as part of net finance expenses. The
acceleration of unamortised costs associated with the substantial modification
were also expensed and are included within net finance expense (refer to note
7).
The new Notes carry a coupon of 10.5% if cash or 11.5% if PICE mechanism is
exercised. To the extent an interest payment is paid partially in cash and
partially in equity, the relevant proportion of cash and equity shall be
determined by reference to the respective interest rates. Where the PICE
Mechanism is exercised, the number of New Ordinary Shares to be issued by the
Parent and allotted to the Noteholders shall be calculated by dividing the
relevant cash amount by the PICE Share Price, determined as follows:
* Year 1/FY 2026 (Dec 2025 and June 2026 coupons):
fixed at 50p per share;
* Year 2/FY 2027 (Dec 2026 and June 2027 coupons):
equal to the 12 month volume-weighted average price of the ordinary shares in
the Parent; and
* Year 3/FY 2028 onwards: 50% discount to the 120-day
volume-weighted average price of the ordinary shares in the Parent.
Customary anti-dilution mechanics shall be maintained.
The new Notes contain an embedded derivative arising from the PICE mechanism.
The embedded derivative has been bifurcated and is measured at fair value
through profit or loss. The host debt instrument was recognised at fair value
on initial recognition and is subsequently measured at amortised cost, with
interest expense recognised using the effective interest method. The
difference between the carrying value of the 2026 Loan Notes and the fair
value of the 2030 Loan Notes, will be recognised as a profit on derecognition,
together with all other costs incurred during the refinancing.
Judgement was applied in concluding that the refinancing represented a
substantial modification and in assessing the bifurcation of the embedded
derivative. refer to notes 12 Derivative financial
assets, 13 Equity and reserves and 19 Share-based payments
.
1. COMMITMENTS
As at 31 December 2025, the Company had committed to future capital
expenditure totalling US$16 million (30 June 2025: US$31 million and 31
December 2024: US$29 million).
1. INVENTORIES
US$ million 31 December 2025 30 June 2025
Diamonds held for sale 46 26
Consumables and stores (net of provisions) 9 9
55 35
1. DERIVATIVE FINANCIAL ASSETS
US$ million 31 December 2025 30 June 2025
Foreign exchange contracts (non-hedges) — 5
Derivative asset – interest settlement on 2030 Loan notes 17 —
17 5
US$ million 31 December 2025 30 June 2025
Current 14 5
Non-current 3 —
17 5
Derivative Financial Asset - PICE mechanism related to US$228 million 2030
Loan notes
The refinancing of the Loan notes resulted in the introduction of a
payment-in-cash-or-equity (PICE) mechanism that permits interest to be
settled, at the issuer’s election, through the delivery of equity
instruments. The PICE mechanism exposes noteholders to equity price risk and,
where applicable, foreign exchange variability and meets the definition of a
derivative under IFRS 9 Financial Instruments.
The loan notes are structured in tranches, each with specific mechanics for
determining the number of equity instruments issued on settlement of interest.
The PICE election applies independently to each tranche and each interest
period.
The PICE mechanism constitutes an embedded derivative within the refinanced
loan notes and is not closely related to the host contract. Management has
elected to bifurcate the embedded derivative from the host loan notes and
recognise it at fair value through profit and loss.
The fair value of the embedded derivative has been determined using the Monte
Carlo simulation model and resulted in the recognition of a derivative
financial asset of US$18 million at 28 November 2025. The gain on measurement
of the derivative financial asset is included in the net loss on modification
of loan notes (see note 7). Refer to notes 9 Loans and
borrowings, 13 Equity and reserves and 19 Share-based payments
.
Key inputs (unobservable unless stated otherwise):
* Share price at the measurement date: £0.17
(observable, Level 1 input).
* Share price volatility: 63% (significant; derived
from historical volatility).
* Risk-free interest rate: c. 3.5% (observable, based
on UK Sonia spot curves over a term consistent with the expected settlement
profile).
* Foreign exchange rate: USD/GBP 1.3514 (observable,
Level 1 input).
Sensitivity to unobservable inputs: An increase in volatility of 10 percentage
points would increase the fair value of the derivative asset by approximately
$0.5 million; a decrease of the same magnitude would decrease the fair value
by approximately $0.5 million. There are no other significant unobservable
inputs.
1. EQUITY AND RESERVES
Share capital
2025 Number of shares Value US$m June 2025 Number of shares Value US$m
Authorised – Ordinary Shares of 0.05 pence (2025: 0.05 pence) each 10,000,000,000 164 10,000,000,000 164
Issued and fully paid
At 30 June 2025 194,201,785 146 194,201,785 146
Rights issue 94,466,888 — — —
Rights issue – backstopped by shareholders 19,769,455 — — —
Rights issue – backstop fees 11,423,634 — — —
PICE coupon paid via shares 15,559,031 — — —
335,420,793 146 194,201,785 146
The Group’s equity and reserve balances include the following:
The share capital comprises the issued Ordinary Shares of the Company at par.
As part of the Refinancing and subsequent approval by shareholders, the
Company allotted a fully underwritten Rights issue comprising 114,236,344
Ordinary shares at an issue price of 16.5 pence per Share. The offering was
fully backstopped by certain Shareholders pursuant to the Backstop Agreement.
In consideration for the backstopped underwriting services provided in
connection with the rights issue, the Company issued additional ordinary
shares equivalent to 10% of the total rights issue of shares.
In connection with the refinancing of the loan notes, and at the discretion of
the Notes Issuer under the PICE mechanism, coupon payments may be satisfied
either in newly issued ordinary shares or in cash.
Share premium account
The share premium account comprises the excess value recognised from the issue
of Ordinary Shares at par less share issue costs.
Share-based payment reserve
The share-based payment reserve comprises:
* The fair value of shares awarded under the
Performance Share Plan measured at grant date (inclusive of market-based
vesting conditions) with estimated numbers of awards to vest due to
non-market-based vesting conditions evaluated each period and the fair value
spread over the period during which the employees or Directors become
unconditionally entitled to the awards
* Foreign exchange translation of the reserve
* Amounts derecognised as part of cash settlement of
vested awards originally planned for equity settlement
* Amounts related to the Warrant Incentive Programme
(WIP warrants) that were issued to director’s and key management as part of
the concluded refinancing and restructuring transactions.
Warrants reserve
Refinancing: Accounting for warrant instruments
During the interim period, the Group issued warrant instruments (Work Fee
Warrants ) to certain stakeholders as part of the broader refinancing and
restructuring transactions. The warrants provide the holders with the right to
subscribe for a fixed number of ordinary shares of the Parent at a specified
exercise price within a defined exercise period.
On initial recognition, the warrants are measured at fair value. The fair
value is determined using an appropriate valuation technique that reflects the
contractual terms of the warrants, including the exercise price, term,
expected volatility of the Parent’s share price and risk-free interest rate.
After initial recognition, the warrants are not remeasured. Warrants that
expire unexercised remain within equity with no impact on profit or loss.
Judgement was applied in assessing the classification of the warrants as
equity instruments rather than derivatives or financial liabilities, and in
determining the appropriate valuation inputs at initial recognition. The
warrants are exercisable into a fixed number of the Parent’s ordinary shares
for a fixed exercise price denominated in the Parent’s functional currency.
There are no provisions that require or permit cash settlement, no variability
in the number of shares to be delivered, and no features that link the value
of the warrants to factors other than the Parent’s equity value.
Accordingly, the warrants meet the definition of equity instruments under IAS
32 Financial Instruments: Presentation. At 31 December 2025, warrants have
been recognised in the statement of changes in equity at US$7 million. Also
refer to notes 9, 12 and 19.
1. PROVISIONS
US$ million 31 December 2025 30 June 2025
Human rights settlement claims 7 6
Provision for unsettled and disputed tax claims 2 2
Provision for post-retirement medical aid 13 13
Decommission provision 20 12
Rehabilitation provision 43 36
85 69
US$ million 31 December 2025 30 June 2025
Current 9 7
Non-current 76 62
85 69
Human rights settlement claims
The Independent Grievance Mechanism (IGM) is a non-judicial process that has
the capacity to investigate and resolve complaints alleging severe human
rights impacts in connection with security operations at the Williamson
diamond mine. It is being overseen by an Independent Panel of Tanzanian
experts taking an approach informed by principles of Tanzanian law, and with
complainants having access to free and independent advice from local lawyers.
The overall aim of the IGM is to promote reconciliation between the Williamson
diamond mine (previously owned by the Petra Group), directly affected parties
and the broader community by providing remedy to those individuals who have
suffered severe human rights impacts. Petra Diamonds Limited (Petra) has
agreed to fund the remedies determined by the IGM.
At 31 December 2025, the IGM remedy provision is measured at US$6.6m (30 June
2025: US$5.7m). During the six month period, US$1m of settlement claims were
paid. After settlements, the estimate increased by US$2m, reflecting updated
assumptions applied to the remaining cases.
The estimate is based on a closed population. All eligible cases are recorded
in the system and no further claimant returns are accepted after 31 December
2025, other than probate cases. As a result, management no longer applies an
assumption for future claimant returns.
Judgement has been applied by Management in assessing the estimated future
cost of remedies for successful grievances based on the outcome of claims
investigated up to the end of the Period. Management has assessed the results
of these investigated claims and performed its own estimate based on
calculations received from consultants. The estimate makes a number of
different assumptions, including, amongst others, the categories of the
grievances, the success rates of the grievances and the remedies that have
been paid to successful complainants. These estimates do not make any
allowance for non-financial remedies that the IP may award. The outcome of the
concluded cases, spread across all categories, have been extrapolated across
the grievance population, based on the average claim settlement per category
and the various categories of the grievances (nature of claims).
Management’s assessment resulted in estimated aggregate costs of US$7
million at 31 December 2025 (30 June 2025: US$6 million).
Provision for restoration and decommissioning
The Group recognises provisions for environmental rehabilitation obligations
in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent
Assets, measured as the present value of expected future cash outflows
required to rehabilitate mining sites. During the interim period, management
updated the rehabilitation provision models to reflect changes in discount
rates and foreign exchange assumptions. South African government bond yields,
used as the basis for determining risk-free discount rates, decreased
materially during the period.
For Cullinan Mine, the discount rate decreased from 11.16 per cent at 30 June
2025 to 9.18 per cent at 31 December 2025. For Finsch Mine, the discount rate
decreased from 9.95 per cent to 8.20 per cent over the same period. The
reduction in discount rates resulted in an increase in the present value of
rehabilitation obligations, giving rise to a change in estimate of
approximately US$4 million. In addition, the strengthening of the South
African Rand against the US Dollar increased the translated US Dollar value of
the underlying obligations, resulting in a further increase of
US$2.3 million.
As a result of these changes, the total environmental rehabilitation provision
increased from US$36 million at 30 June 2025 to US$43 million at 31 December
2025. The movement has been accounted for as a change in estimate, with the
impact recognised as an adjustment to the rehabilitation provision and the
related asset.
Judgement was applied in selecting appropriate discount rates and in assessing
the sensitivity of the provision to changes in financial assumptions.
1. TRADE AND OTHER
PAYABLES
US$ million 31 December 2025 30 June 2025
Trade payables 12 12
Revenue received in advance 9 1
Accruals and other payables 35 26
56 39
1. RELATED PARTY TRANSACTIONS
The gross interests in the mining operations by the Group’s related parties
and B-BBEE partners, Kago Diamonds (Pty) Ltd (“Kago Diamonds”) and the
Itumeleng Petra Diamonds Employee Trust (“IPDET”) are listed in the table
below:
Operation Partner and respective interest as at 30 June 2025 and 31 December 2025 (%)
Cullinan Kago Diamonds (14%)
Finsch Itumeleng Petra Diamonds Employee Trust (12%)
The non-current loans receivable and finance income due from the Group’s
B-BBEE Partners are disclosed in the table below:
US$ million 31 December 2025 30 June 2025
Non-current receivable
Kago Diamonds 10 14
Itumeleng Petra Diamonds Employee Trust 10 13
20 27
US$ million 1 July 2025 - 31 December 2025 1 July 2024 - 31 December 2024 1 July 2024 30 June
2025
Finance income
Kago Diamonds 3 2 3
Itumeleng Petra Diamonds Employee Trust 2 2 3
5 4 6
Interest on the loans receivables is charged at South African JIBAR plus 5.25%
(31 December 2024: South African JIBAR plus 5.25%; 30 June 2025: South African
JIBAR plus 5.25%). No dividends were paid during the periods.
Kago Diamonds is one of the B-BBEE Partners which obtained bank financing from
the B-BBEE Lenders to acquire its interests in Cullinan Mine and Finsch. Kago
Diamonds is one of the B-BBEE Partners which obtained bank financing from the
B-BBEE Lenders to acquire its interests in Cullinan Mine and Finsch. Itumeleng
Petra Diamonds Employee Trust holds investments in Petra Group’s mining
operations for the benefit of the beneficiaries.
An expected credit loss charge of US$11 million (2025: US$23 million) relating
to the loans receivable from the Group’s B-BBEE Partners has been recognised
in the profit and loss for the period.
Backstop fees
The Rights Issue was fully committed and underwritten by the Backstop
Shareholders under the terms of the backstop agreement entered into with the
Company dated 8 August 2025, as amended and supplemented on 29 August 2025 and
17 October 2025 (the “Backstop Agreement”). Pursuant to the Backstop
Agreement, the Backstop Shareholders have agreed to underwrite the Rights
Issue at a price of 16.5 pence per Rights Issue Share (the “Backstop”).
Each Backstop Shareholder, pursuant to the terms of the Backstop Agreement,
has irrevocably undertaken to take up their respective pro rata rights under
the Rights Issue in full amounting to 78,989,207 Rights Issue Shares. In
addition, Kyma Capital, JOSIVAR Sarl, Mecamur S.L., Vivek Gadodia and Jozephus
Kemp, pursuant to the terms of the Backstop Agreement, have irrevocably
undertaken to take up the rights under the Rights Issue of any other
Shareholder (other than the Backstop Shareholders) who do not take up their
rights, such that the Rights Issue is fully committed and underwritten.
For their services underwriting the Rights Issue, the Company paid a backstop
fee to each Backstop Shareholder (the “Backstop Fee”). The Backstop Fee
was equal to 10% of the value of the Ordinary Shares that such Backstop
Shareholder has irrevocably undertaken to subscribe for, being (i) in relation
to each Backstop Shareholder, their respective pro rata rights under Rights
Issue and (ii) in relation to Kyma Capital, JOSIVAR Sarl, Mecamur S.L., Vivek
Gadodia and Jozephus Kemp only, the remaining rights under the Rights Issue of
any other Shareholder (other than the Backstop Shareholders) who did not take
up their rights. The Backstop Fee was be paid in new Ordinary Shares, with the
Company issuing 11,423,634 Backstop Fee Shares to the Backstop Shareholders on
or around 27 November 2025.
Backstop fees paid to directors and management were 2,441,995 shares paid to
Jose Manuel Vargas and JOSIVAR Sarl, and 57,118 shares paid to each of Vivek
Gadodia and Jozephus Kemp.
Key management personnel
Key management is considered to be the Directors and the Executive Committee
(Exco).
The Exco comprises the Joint Chief Executive Officers, the Chief Financial
Officer, the General Manager Finsch Mine, General Manager Cullinan Mine and
the Group General Counsel and Company Secretary. Remuneration for the Period
for key management is disclosed in the table below:
US$ million 1 July 2025 - 31 December 2025 1 July 2024 - 31 December 2024 1 July 2024 - 30 June 2025
Salary and benefits 1 1 3
Annual bonus – paid in cash — — —
Share-based payment charge — 1 —
1 2 3
LOSS PER SHARE
Continuing operations 1 July 2025 - 31 December 2025 Total 1 July 2025 - 31 December 2025 Continuing operations 1 July 2024 - 31 December 2024 Discontinued operation 1 July 2024 - 31 December 2024 Total 1 July 2024 - 31 December 2024 Continuing operations 1 July 2024 - 30 June 2025 Discontinued operation 1 July 2024 - 30 June 2025 Total 1 July 2024 - 30 June 2025
Numerator US$ million US$ million US$ million US$ million US$ million US$ million US$ million US$ million
Loss profit for the Period (151) (151) (59) 4 (55) (124) 38 (86)
Denominator Shares Shares Shares Shares Shares Shares Shares Shares
Weighted average number of ordinary shares used in basic EPS
Brought forward 194,201,785 194,201,785 194,201,785 194,201,785 194,201,785 194,201,785 194,201,785 194,201,785
Rights issue 94,466,889 17,551,225 17,551,225
Rights issue back stop 19,769,455 3,673,014 3,673,014
Rights issue back stop fee 11,423,634 2,122,424 2,122,424
Effect of shares issued during the Year 23,346,663 23,346,663 — — — — — —
Carried forward 217,548,448 217,548,448 194,201,785 194,201,785 194,201,785 194,201,785 194,201,785 194,201,785
Shares Shares Shares Shares Shares Shares Shares Shares
Dilutive effect of potential ordinary shares — — — — — — — —
Weighted average number of ordinary shares in issue used in diluted EPS 217,548,448 217,548,448 194,201,785 194,201,785 194,201,785 194,201,785 194,201,785 194,201,785
US cents US cents US cents US cents US cents US cents US cents US cents
Basic (loss)/profit per share – US cents (69) (69) (30) 2 (28) (64) 19 (45)
Diluted (loss)/profit per share – US cents (69) (69) (30) 2 (28) (64) 19 (45)
The number of potentially dilutive ordinary shares, in respect of employee
share options, Executive Director and Senior Management share award schemes is
nil (30 June 2025: nil and 31 December 2024: nil).
NOTES TO THE CASHFLOW STATEMENT
US$ million 1 July 2025 - 31 December 2025 July 2024 - 31 December 2024 1 July 2024 - 30 June
2025
Loss before taxation for the year from continuing and discontinued operations (194) (88) (153)
Depreciation of property, plant and equipment 29 33 76
Net impairment charge 168 53 130
Gain on extinguishment of Notes — (5) (5)
Non-cash items relating to discontinued operations — 1 (33)
Movement in provisions 8 (3) (6)
Finance income (21) (9) (28)
Finance expense 23 33 42
Net loss on modification (note 7) 8 — —
Share-based payment expense — — 1
Other non-cash items — 1 —
Operating profit before working capital changes 21 16 24
Decrease in trade and other receivables 15 43 15
Increase/(decrease) in trade and other payables 20 (6) 1
(Increase)/decrease in inventories (17) 2 12
Cash generated from operations 39 55 52
1. SHARE-BASED PAYMENTS – WARRANTS ISSUED TO BOARD MEMBERS AND
EMPLOYEES
Nature of the arrangement
On 28 November 2025, the Company granted warrants to the Chairman of the Board
and certain employees that entitle the holders to purchase ordinary shares of
Petra Diamonds Limited under the Warrant Incentivisation Plan (“Warrant
Incentivisation Plan” or “WIP”). On 28 November 2025 13,000,000 warrants
were issued to selected Petra board members out of a total of 16,000,000
warrants authorised under the WIP.
The warrants under the WIP have an exercise price of £0.35 per share, vest
over a two-year period (the period over which the warrants are expensed) and
are exercisable over a four-year period whilst the warrants under the Work Fee
have an exercise price of £0.20, vest immediately and have an indefinite
exercise period.
Classification under IFRS
2
Because the awards are settled in the Company’s own equity instruments (or
give the right to acquire them), the warrants fall within the scope of IFRS
2.
Because the WIP awards are settled in the Company’s own equity instruments
(or give the right to acquire them), the WIP warrants fall within the scope of
IFRS 2. The grant - date fair value of
the equity instruments granted is recognised as an expense for services over
the vesting period with a corresponding increase in equity (for equity
- settled awards).
Measurement
For equity - settled awards under the WIP, the expense is
measured at the grant - date fair value of the warrants
(US$618,410) and recognised as an expense over the vesting period. Market
conditions are incorporated in grant - date fair value.
Assumptions and inputs
Fair value was estimated using the binomial model with the following key
inputs at grant date (28 November 2025):
* The Company’s listed stock price on 28 November 2025, being
£0.1785 per share.
* Warrant exercise price being:
* WIP warrants - £0.35 per warrant
* Annualised volatility of 60.40% calculated over a four-year
period; and
* Risk - free rate of 3.89%, using the United
Kingdom (“UK”) 5-year government bond yield used as a proxy for the
risk-free rate.
Warrants under WIP
The warrants under the WIP have an exercise price of £0.35 per share, vest
over a two-year period and are exercisable over a four-year period whilst the
warrants under the Work Fee have an exercise price of £0.20, vest immediately
and have an indefinite exercise period.
These awards are accounted for as share - based payments
because the Company receives directors’ services in exchange for equity
- linked instruments.
Work-fee warrants
Petra issued a further 48 000 000 warrants as a Work Fee to consenting
noteholders as part of the refinancing of its bond and revolving credit
facilities that was undertaken and completed in November 2025.
Refer to notes 9 Loans and borrowings, 12 Derivative financial assets and 13
Equity and reserves.
1. FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS
This note provides an update on the judgements and estimates made by the group
in determining the fair values of the financial instruments since the last
annual financial report.
Fair value
Carrying value versus Fair value
The following table compares the carrying amounts and the fair
values of the Group’s financial assets and financial liabilities.
The Group considers that the carrying amounts of the following financial
assets and financial liabilities are to be reasonable approximation of their
fair value:
* Trade and other receivables
* Other financial asset
* Trade and other payables
* Cash and cash equivalents
US$ million 31 December 2025 30 June 2025
Carrying amount Fair value Carrying amount Fair value
Financial assets Derivative financial asset 17 17 5 5
Financial liabilities
Loans and borrowings 338 338 325 325
Fair value hierarchy
The level in the fair value hierarchy within which the financial asset or
financial liability is categorised is determined on the basis of the lowest
level input that is significant to the fair value measurement.
Financial assets and financial liabilities are classified in their entirety
into one of the three levels.
The fair value hierarchy has the following levels:
* Level 1 – quoted prices (unadjusted) in active markets for
identical assets or liabilities
* Level 2 – inputs other than quoted prices included within Level
1 that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices)
* Level 3 – inputs for these assets or liabilities that are not
based on observable market data (unobservable inputs).
US$ million 1 July 2025 - 31 December 2025 Level 1 Level 2 Level 3
Financial assets Derivative financial asset 17 17
Financial liabilities
Loans and borrowings 338 338
US$ million 1 July 2024 - 30 June 2025 Level 1 Level 2 Level 3
Financial assets Derivative financial asset 5 5
Financial liabilities
Loans and borrowings 325 325
Interest bearing borrowings
The details of the categories of financial instruments of the Group are as
follows:
US$ million 31 December 2025 30 June 2025
Financial assets
Held at amortised cost
- Non-current trade and other receivables (excluding VAT) 1 44
- Trade receivables — 14
- Other receivables (excluding tax, prepayments and VAT) 3 1
- Cash and cash equivalents – unrestricted 36 34
- Cash and cash equivalents – restricted 3 3
Held at Fair value through profit and loss
- Environmental rehabilitation investment 14 1
57 97
Financial liabilities
Held at amortised cost
- Non-current lease liabilities 2 2
- Non- current loans and borrowings 333 —
- Current loans and borrowings 5 325
- Trade and other payables (excluding tax, VAT and derivatives) 56 39
396 366
1. SUBSEQUENT EVENTS
There were no events after the reporting date requiring adjustment or
disclosure in terms of IAS 10.
RESPONSIBILITY STATEMENT
We confirm that to the best of our knowledge:
* the Condensed Financial Statements have been prepared in
accordance with European Union-adopted IAS 34 Interim Financial Reporting, and
give a true and fair view of the assets, liabilities, financial position and
profit of the Group; and
* the Interim Management Report includes a fair review of the
information required by the FCA’s Disclosure and Transparency Rules (DTR
4.2.7 R and 4.2.8 R).
By order of the Board
Deborah Gudgeon
Non-Executive Director
26 February 2026
INDEPENDENT REVIEW REPORT TO PETRA DIAMONDS LIMITED
Conclusion
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 31 December 2025 is not prepared, in
all material respects, in accordance with International Accounting Standard
34, as adopted by the European Union, and the Disclosure Guidance and
Transparency Rules of the United Kingdom’s Financial Conduct Authority.
We have been engaged by Petra Diamonds Limited (“the company”) and its
subsidiaries (together “the Group”) to review the condensed set of
financial statements in the half-yearly financial report for the six months
ended 31 December 2025 which comprises the Condensed Consolidated Interim
Income Statement, the Condensed Consolidated Interim Statement of
Comprehensive Income, the Condensed Consolidated Interim Statement of
Financial Position, the Condensed Consolidated Interim Statement of Cash
Flows, the Condensed Consolidated Interim Statement of Changes in Equity and
Notes to the Condensed Consolidated Interim Financial Statements that have
been reviewed.
Basis for conclusion
We conducted our review in accordance with the International Standard on
Review Engagements (UK) 2410, “Review of Interim Financial Information
Performed by the Independent Auditor of the Entity” (“ISRE (UK) 2410”).
A review of interim financial information consists of making enquiries,
primarily of persons responsible for financial and accounting matters, and
applying analytical and other review procedures. A review is substantially
less in scope than an audit conducted in accordance with International
Standards on Auditing (UK) and consequently does not enable us to obtain
assurance that we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit opinion.
As disclosed in note 2, the interim financial statements of the Group are
prepared in accordance with International Financial Reporting Standards
(IFRSs) as adopted by the European Union. The condensed set of financial
statements included in this half-yearly financial report has been prepared in
accordance with International Accounting Standard 34, “Interim Financial
Reporting”, as adopted by the European Union.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with
ISRE (UK) 2410; however future events or conditions may cause the Group to
cease to continue as a going concern.
Responsibilities of directors
The directors are responsible for preparing the half-yearly financial report
in accordance with the
Disclosure Guidance and Transparency Rules of the United Kingdom’s Financial
Conduct Authority.
In preparing the half-yearly financial report, the directors are responsible
for assessing the company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to
liquidate the company or to cease operations, or have no realistic alternative
but to do so.
Auditor’s responsibilities for the review of the financial information
In reviewing the half-yearly report, we are responsible for expressing to the
Company a conclusion on the condensed set of financial statement in the
half-yearly financial report. Our conclusion, including our Conclusions
Relating to Going Concern, are based on procedures that are less extensive
than audit procedures, as described in the Basis for Conclusion paragraph of
this report.
Use of our report
Our report has been prepared in accordance with the terms of our engagement to
assist the Company in meeting the requirements of the Disclosure Guidance and
Transparency Rules of the United Kingdom’s Financial Conduct Authority and
for no other purpose. No person is entitled to rely on
this report unless such a person is a person entitled to rely upon this report
by virtue of and for the purpose of our terms of engagement or has been
expressly authorised to do so by our prior written consent.
Save as above, we do not accept responsibility for this report to any other
person or for any other purpose and we hereby expressly disclaim any and all
such liability.
BDO LLP
Chartered Accountants
London, UK
26 February 2026
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).
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